As filed with the Securities and Exchange Commission on June 26, 2003.
Registration No. 333-_______
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Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement Under
The Securities Act of 1933
ACCESSITY CORP.
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(Exact name of Registrant as specified in its charter)
New York 11-2750412
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12514 West Atlantic Boulevard, Coral Springs, FL 33071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(954-752-6161)
1995 Incentive Stock Plan of Accessity Corp.
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(Full title of Plan)
Barry Siegel
Accessity Corp.
12514 West Atlantic Boulevard
Coral Springs, FL 33071
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(Name, address, including Zip Code and telephone number
including area code of agent for service)
With a Copy to:
Lawrence A. Muenz, Esq.
Meritz & Muenz LLP.
Three Hughes Place
Dix Hills, New York 11746
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CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of maximum maximum Amount of Total
securities to amount to be offering price aggregate registration
be registered registered per unit offering price fee
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Common Stock 6,000,000 $.409 $2,454,000 $199
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(1) Price calculated in accordance with Rule 457(c) of the regulations
promulgated under Securities Act of 1933.
Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002;
2. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003;
3. The Company's Current Report on Form 8-K dated May 16, 2003.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all remaining securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Lawrence A. Muenz, Partner of Meritz & Muenz LLP., who will render an
opinion herein regarding the validity of the securities being registered herein,
has previously been issued an option to purchase up to 100,000 common shares of
the Company as additional compensation for the legal services that his firm
provided to our company. These options were granted pursuant to the 1995
Incentive Stock Plan of Accessity Corp.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the New York Business Corporation Law allows companies
to indemnify their directors and officers against expenses, judgments, fines and
amounts paid in settlement under the conditions and limitations described in the
law. Our certificate of incorporation authorizes us to indemnify our officers,
directors and other agent to the fullest extent permitted under New York law.
Our certificate of incorporation provides that a director is not
personally liable for monetary damages to us or our stockholders for breach of
his or her fiduciary duties as a director. A director will be held liable for a
breach of his or her duty of loyalty to us or our stockholders, his or her
intentional misconduct or willful violation of law, actions or in actions not in
good faith, an unlawful stock purchase or payment of a dividend under New York
law, or transactions from which the director derives an improper personal
benefit. This limitation of liability does not affect the availability of
equitable remedies against the director including injunctive relief or
rescission.
We have purchased a directors' and officers' liability and
reimbursement policy that covers liabilities of our directors and officers
arising out of claims based upon acts or omissions in their capacities as
directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1. Legal Opinion of Meritz & Muenz LLP.
23. Consent of Experts and Counsel
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
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(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and
notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b)) if, in
the aggregate, the changes in the volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Coral Springs, Florida, on June 26, 2003.
ACCESSITY CORP.
By: /s/ Barry Siegel
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Barry Siegel
Chairman of the Board of Directors,
Secretary and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/ Barry Siegel Date: June 25, 2003
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Barry Siegel
Chairman of the Board of Directors,
Secretary, and
Chief Executive Officer,
By: /s/ Barry J. Spiegel Date: June 25, 2003
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Barry J. Spiegel
President
DriverShield ADS Corp.
Director
By: /s/ Philip Kart Date: June 25, 2003
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Philip Kart
Senior Vice President,
Treasurer and Chief Financial Officer
By: /s/ Kenneth J. Friedman Date: June 25, 2003
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Kenneth J. Friedman
Director
By: /s/ John M. McIntyre Date: June 25, 2003
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John M. McIntyre
President and Chief Operating Officer
Director
By: /s/ Bruce S. Udell Date: June 25, 2003
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Bruce S. Udell
Director
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1995 INCENTIVE STOCK PLAN OF ACCESSITY CORP.
Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the 1995 Incentive Stock Plan of
Accessity Corp. have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Coral Springs, Florida,
on June 25, 2003.
By: /s/ Barry Siegel
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Barry Siegel
Chairman of the Board of Directors
on behalf of the Board of Directors
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Index of Exhibits
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5.1. Legal Opinion of Meritz & Muenz LLP.
23. Consent of Experts and Counsel
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
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